Patricia Fontneau
About Patricia Fontneau
Independent director (Class III) at InnovAge Holding Corp. since March 2023; age 63 as of October 14, 2025. Former CEO of Colorado’s public health insurance marketplace (Connect for Health Colorado) and senior executive at Cigna, with deep payor-side, regulatory, and risk management expertise; currently CEO of Reach Out and Read Colorado. Education: BS in Business Administration (SUNY Oswego) and MBA in Finance (NYU). Tenure on INNV Board: March 2023–present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna | President, Benefit and Exchange Technology Solutions health plan business | 2014–2022 | Led payor-side technology and exchange operations; regulatory oversight and risk management experience . |
| Connect for Health Colorado | Chief Executive Officer | 2011–2014 | Ran a public health insurance marketplace; extensive state regulatory engagement . |
| Holme Roberts & Owen LLP | Operations lead | 2008–2011 | Managed operations of international law firm . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reach Out and Read Colorado | Chief Executive Officer | Aug 2022–present | Nonprofit leadership (early literacy) . |
| Downtown Denver Partnership | Board member | Not disclosed | Civic/economic development board service . |
| International Women’s Forum of Colorado | Board member | Not disclosed | Nonprofit board service . |
Board Governance
- Committee assignments: Chair, Quality and Compliance Committee; not on Audit or Compensation & Nominating .
- Independence: Board determined Ms. Fontneau is independent under Nasdaq rules .
- Attendance and engagement: FY2025 Board met 4 times; Q&C Committee met 3 times; each director attended ≥75% of meetings except the Chair (Carlson) at 71%—thus Ms. Fontneau met attendance expectations. All directors in office attended the Dec 5, 2024 annual meeting .
- Controlled company: InnovAge is a Nasdaq “controlled company” and relies on certain governance exemptions (e.g., majority-independent Board not required), which can reduce minority shareholder protections .
- Committee focus: As Q&C Chair, oversees healthcare compliance risk, investigations of policy breaches, and regulatory program effectiveness; coordinates with management on significant compliance risks and complaints intake processes .
Board Committees and Roles
| Committee | Membership | Role | FY2025 Meetings |
|---|---|---|---|
| Quality & Compliance | Member | Chair | 3 |
| Audit | Not a member | — | 6 (committee total) |
| Compensation & Nominating | Not a member | — | 3 (committee total) |
Fixed Compensation (Director)
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Paid quarterly to non-employee directors . |
| Committee chair fee (cash) | $20,000 | Additional annual cash for committee chairs . |
| Total cash fees | $120,000 | FY2025 director compensation table . |
Performance Compensation (Director)
| Award Type | Grant Date | Fair Value (USD) | Vesting | Terms/Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | Sep 3, 2024 | $100,000 | Fully vested Mar 29, 2025 | Time-based; settled in INNV common stock . |
Directors do not receive performance-based awards tied to operational or TSR metrics; equity awards are time-based RSUs with fixed vesting schedules .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Dates | Notes |
|---|---|---|---|---|
| Public company boards | Public | None disclosed | — | No public company board service listed in INNV proxy biography . |
| Downtown Denver Partnership | Nonprofit | Board member | Not disclosed | Civic board . |
| International Women’s Forum of Colorado | Nonprofit | Board member | Not disclosed | Leadership network . |
Expertise & Qualifications
- Payor-side executive leadership (Cigna), public exchange operations (Connect for Health Colorado), and nonprofit CEO—strong regulatory and compliance orientation .
- Risk management and oversight competencies emphasized by the Board in her biography .
- Formal finance training (MBA in Finance, NYU) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 36,809 |
| Ownership as % of shares outstanding | <1% (Company’s table denotes “*”) |
| Unvested RSUs at FY2025 year-end | None disclosed for Ms. Fontneau; her FY2025 RSUs were fully vested by Mar 29, 2025 . |
| Hedging/pledging | Prohibited by INNV Insider Trading Policy (no margin or pledging) . |
Insider Trades
| Date | Form 4 Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| FY2025 | Not disclosed in proxy | — | — | Section 16(a) compliance noted; no delinquency mentioned for Ms. Fontneau (delinquencies cited only for J. Carlson and N. D’Amato) . |
Governance Assessment
- Strengths
- Independent director and Chair of Quality & Compliance—aligned with InnovAge’s regulatory risk profile; clear oversight responsibilities for compliance violations, quality programs, and complaints processes .
- Meets attendance expectations and participated in annual meeting; signals engagement .
- Time-based equity and reasonable cash retainer/chair fee suggest standard director pay structure, with no complex performance metrics that could misalign oversight incentives .
- Company policy bans hedging/pledging, supporting ownership alignment and risk discipline .
- Watch items / RED FLAGS
- Controlled company status and reliance on Nasdaq exemptions reduce minority shareholder protections; sponsors retain nomination and committee seat rights, potentially diluting independent oversight (including on committees alongside sponsor-affiliated directors) .
- Quality & Compliance Committee includes sponsor-affiliated members; while chaired by an independent, this mixed composition warrants monitoring for potential influence over compliance priorities .
- No disclosed director-specific ownership guidelines or pledging compliance metrics; beneficial ownership is modest (<1%), though hedging/pledging is prohibited .
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